Re: Support Agreement (the “Support Agreement”), dated as of October 15, 2007, by and between Quest Resource Corporation (“Quest”) and the stockholders of Pinnacle Gas Resources, Inc. (“Pinnacle”) signatory hereto.
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XXX Merchant Banking Partners
0000 Xxxxxx xx xxx Xxxxx
Xxx Xxxxxxx, 00000 XX
Attention: Xxxxx Xxxxxxxx
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Xxx Xxxxxxx, 00000 XX
Attention: Xxxxx Xxxxxxxx
Credit Suisse Private Equity
Eleven Madison Avenue, 16th Floor
New York, New York 10010
Attention: Xxxxxx Xxxxxxx
Eleven Madison Avenue, 16th Floor
New York, New York 10010
Attention: Xxxxxx Xxxxxxx
Re: | Support Agreement (the “Support Agreement”), dated as of October 15, 2007, by and between Quest Resource Corporation (“Quest”) and the stockholders of Pinnacle Gas Resources, Inc. (“Pinnacle”) signatory hereto. |
Ladies and Gentlemen:
In connection with the execution of the Amended and Restated Agreement and Plan of Merger,
dated as of the date hereof, by and among Quest, Pinnacle and Quest MergerSub, Inc. (the “Amended
Merger Agreement”), the Support Agreement is hereby amended to provide that the term “Merger
Agreement” as used therein shall mean the Amended Merger Agreement.
Please evidence your agreement to the foregoing amendment by executing below in the space
provided.
QUEST RESOURCE CORPORATION |
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By: | /s/ Xxxxx X. Xxxx | |||
Xxxxx X. Xxxx, Chief Executive Officer | ||||
AGREED AND ACCEPTED, as of February 4, 2008.
DLJ MERCHANT BANKING PARTNERS III, L.P. | ||||
By:
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DLJ Merchant Banking III, Inc., | |||
as Managing General Partner | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President | ||||
DLJ Merchant Banking III, Inc., as Advisory | ||||
General Partner on behalf of DLJ OFFSHORE | ||||
PARTNERS III, C.V. | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President | ||||
DLJ Merchant Banking III, Inc., as Advisory | ||||
General Partner on behalf of DLJ OFFSHORE | ||||
PARTNERS III-1, C.V. and as attorney-in-fact for | ||||
DLJ Merchant Banking III, L.P., as Associate | ||||
General Partner of DLJ OFFSHORE | ||||
PARTNERS III-1, C.V. | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President | ||||
DLJ Merchant Banking III, Inc., as Advisory | ||||
General Partner on behalf of DLJ OFFSHORE | ||||
PARTNERS III-2, C.V. and as attorney-in-fact for | ||||
DLJ Merchant Banking III, L.P., as Associate | ||||
General Partner of DLJ OFFSHORE PARTNERS | ||||
III-2, C.V. | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President |
MILLENNIUM PARTNERS II, L.P. | ||||
By:
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DLJ Merchant Banking III, Inc., | |||
as Managing General Partner | ||||
By: /s/ Xxxxxxx Xxxxxx | ||||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President | ||||
MBP III PLAN INVESTORS, L.P. | ||||
By:
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DLJ LBO Plans Management Corporation II, | |||
its General Partner | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President | ||||
DLJ Merchant Banking III, LLC, as General Partner | ||||
of DLJ Merchant Banking III, L.P., and as attorney- | ||||
in-fact for DLJ Merchant Banking III, L.P., as | ||||
Managing Limited Partner for and on behalf of | ||||
DLJ MB PARTNERS III GMBH & CO. KG | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President | ||||
DLJ MB GmbH, as General Partner for and on | ||||
behalf of DLJ MB PARTNERS III GMBH & | ||||
CO. KG | ||||
By:
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/s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx | ||||
Title: Vice President |